Boku Regulatory News (BOKU)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, DELIVERED, DISTRIBUTED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO PERSONS ELSEWHERE WHO ARE "US PERSONS" WITHIN THE MEANING OF THAT TERM AS IT IS USED IN REGULATION S OF THE US SECURITIES ACT ("US PERSONS") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any securities that may be offered outside of the United States to non-US Persons will be subject to the conditions listed under Section 903(b)(3), or Category 3, of Regulation S. Such securities will also be ''restricted securities'' as defined in Rule 144 under the US Securities Act. The securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of the securities, or the accuracy or adequacy of this DOCUMENT. Any representation to the contrary is a criminal offence in the United States. There will be no public offering of the securities in the United States. Hedging transactions in securities may not be conducted unless in compliance with the US Securities Act.

NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE OR THE REPUBLIC OF SOUTH AFRICA.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN BOKU, INC. IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

18 June 2020

Boku, Inc.

("Boku" or the "Company" and, together with its subsidiaries, the "Group") 

Result of unconditional Placing

Boku (AIM:BOKU), a leading global mobile payment and mobile identity company, is pleased to announce the successful completion of the proposed placing announced yesterday (the "Placing") in connection with Boku's conditional agreement to acquire the entire issued and to be issued share capital of Fortumo Holdings, Inc. and its subsidiaries.

A total of 23,600,000 new common shares of $0.0001 each in the capital of the Company ("Common Shares") (the "Placing Shares") have been placed by Peel Hunt LLP (the "Sole Bookrunner") by way of a placing at a price of 85 pence per share (the "Placing Price"), representing a 7.1% discount to the closing price on 17 June 2020, with new and existing investors, raising gross proceeds of £20.1 million ($25.2 million).

The Placing Shares will represent approximately 8.4% of the enlarged issued share capital of the Company (immediately following completion of the Placing).

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that admission to AIM will become effective and that dealings on AIM will commence in the Placing Shares at 8.00 a.m. on or around 22 June 2020.

Total Voting Rights

In accordance with Rule 5.6.1 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, following the Placing, the total number of Common Shares in issue is 281,382,648. There are no shares held in treasury.

Therefore, the total number of voting rights in Boku is 281,382,648.

The above figure of 281,382,648 Common Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules. Unless otherwise stated, defined terms used in this announcement will have the meaning set out in the Launch Announcement published yesterday.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of Boku by Jon Prideaux (Chief Executive Officer) and Keith Butcher (Chief Financial Officer). 

 For further information, please contact:

Important notices

This announcement has been prepared in accordance with English law, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by Peel Hunt or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by Peel Hunt or any of its partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Peel Hunt by the Financial Services and Markets Act 2000 ("FSMA") or by the regulatory regime established under it, no responsibility or liability is accepted by either Peel Hunt or any of its partners, directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions and any state or other jurisdiction of the United States). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The securities referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") and may not be offered, sold, resold, pledged, distributed, transferred or delivered, directly or indirectly, in or into the United States or to persons elsewhere who are "US persons" within the meaning of that term as it is used in Regulation S promulgated under the US Securities Act ("US Persons") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any securities that may be offered outside of the United States to non-US Persons will be subject to the conditions listed under Section 903(b)(3), or Category 3, of Regulation S. Such securities will also be ''restricted securities'' as defined in Rule 144 promulgated under the US Securities Act. The securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of the securities, or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of securities in the United States. Hedging transactions in securities may not be conducted unless in compliance with the US Securities Act.

Cautionary Statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "envisages", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: a condition to the Placing not being satisfied, expected cost savings not being realised, changing demands of consumers, changing business or other market conditions, and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules, the Disclosure Guidance and Transparency Rules or other applicable legislation or regulation, Boku does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Peel Hunt.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

Peel Hunt

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is appointed as Boku's nominated adviser and Bookrunner only and is therefore acting only for Boku in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Peel Hunt or advice to any other person in relation to the matters contained herein. Neither Peel Hunt nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to Boku, whether written, oral or in a visual or electronic format.